Use the menu above or click on any name or committee to learn more.
Chairman, Eaton Corporation plc
and Chief Executive Officer, Eaton Corporation
Director since 2015
Age 60
Committees:
Lead Director
Retired Chairman and Chief Executive
Officer, The Sherwin-Williams Company
Director since 2006
Age 64
Executive Vice President and Chief Financial Officer, Johnson Controls International plc
Director since 2019
Age 56
Committees:
Independent aviation safety consultant
Director since 2000
Age 66
Committees:
Executive Chairman of the Board of Directors, Schindler Holding Ltd.
Director since 2019
Age 55
Retired Chairman and Chief Executive Officer, Cargill
Director since 2003
Age 69
Committees:
Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland
Director since 2014
Age 66
Committees:
Chairman, Chief Executive Officer and President, Celanese Corporation
Director since 2020
Age 58
Chairman and Chief Executive Officer, Smith Graham & Co.
Director since 2012
Age 70
Committees:
Retired Chief Executive, Drax Group plc
Director since 2016
Age 60
Committees:
Board Composition
Craig Arnold
Chairman, Eaton Corporation plc
and Chief Executive Officer, Eaton Corporation
Craig Arnold is Chairman of the Company and Chief Executive Officer of Eaton Corporation.
Mr. Arnold joined Eaton in 2000 as senior vice president and group executive of the Fluid Power
Group. He was Vice Chairman and Chief Operating Officer of the Industrial Sector until August
2015 and President and Chief Operating Officer until June 2016. Mr. Arnold currently serves on the
boards of Medtronic plc, The Business Roundtable and University Hospitals Health System. He
serves as a director of The Greater Cleveland Partnership and United Way of Greater Cleveland. Mr.
Arnold is also a member of The Business Council and the advisory board of The Salvation Army of
Greater Cleveland.
Director Qualifications: Mr. Arnold’s years of senior management and executive leadership
experience at Eaton provide important insight into the Company to the benefit of the Board of
Directors. Mr. Arnold has gained detailed knowledge of Eaton’s businesses, customers, end
markets, sales and marketing, technology innovation and new product development, supply chains,
manufacturing operations, talent development, policies and internal functions through his service
in a wide range of management roles within the Industrial Sector, and as President and Chief
Operating Officer of the Company. Further, he possesses significant corporate governance
knowledge developed by current and past service on the boards of other publicly traded companies,
most notably for Medtronic plc, a publicly traded company domiciled in Ireland.
Other Public Company Boards: 1
Diversity: Yes
Christopher M. Connor
Retired Chairman and Chief Executive
Officer, The Sherwin-Williams Company
Christopher M. Connor is the retired Chairman and Chief Executive Officer of The Sherwin-Williams
Company, a global manufacturer of paint, architectural coatings, industrial finishes and associated
supplies. Mr. Connor held a number of executive positions at Sherwin-Williams from 1983 through 2016.
He became Chief Executive Officer in 1999, Chairman and Chief Executive Officer in 2000, and
Executive Chairman in 2016, and retired as Executive Chairman in December 2016. Mr. Connor currently
serves on the boards of Yum! Brands, Inc., International Paper Company, University Hospitals Health
System, Playhouse Square Foundation, and The Rock and Roll Hall of Fame.
Director Qualifications: As the retired Chairman and former CEO of a Fortune 500 company,
Mr. Connor has leadership experience and is thoroughly knowledgeable in marketing, talent
development, planning, and operational and financial processes. In particular, he has had extensive
sales and marketing experience in both direct and distribution channels, and brings broad knowledge
of construction, automotive and industrial markets, all areas of strategic importance to Eaton. His
background and broad experience are of particular benefit to Eaton in his role as Lead Director.
Other Public Company Boards: 2
Diversity: No
Independent
Lead Director
Director since 2006
Age 64
Olivier Leonetti
Executive Vice President and Chief Financial Officer, Johnson Controls International plc
Olivier Leonetti is Executive Vice President and Chief Financial Officer of Johnson Controls
International plc, a global leader in building technology and connected solutions for fire, HVAC and
security equipment for buildings. Prior to joining Johnson Controls in 2020, he served as chief
financial officer of Zebra Technologies Corporation, a global provider of enterprise solutions software,
services and products from November 2016 through August 2020 and as chief financial officer of
Western Digital Corporation, an industry leading provider of storage technologies and solutions, from
2014 to 2016. Mr. Leonetti served as Vice President, Finance – Global Commercial Organization at
Amgen, Inc. from 2011 to 2014. From 1997 to 2011, he served in various senior finance positions with
increasing responsibility at Dell Inc., including as Vice President, Finance. He is a board member of
Junior Achievement of Chicago.
Director Qualifications: Mr. Leonetti has comprehensive knowledge of financial accounting standards
and extensive experience in accounting, tax, treasury, financial planning and investor relations. He has
significant experience of importance to the Company, including management of global businesses in
various industries, oversight of large corporate transactions, experience with capital markets, global
corporate strategy, management of business services and IT functions, and leadership of operational
excellence initiatives. Mr. Leonetti’s experience with technological products and information technology
is of particular importance to Eaton as our products evolve to meet customer needs.
Diversity: No
Deborah L. McCoy
Independent aviation safety consultant
Deborah L. McCoy is an independent aviation safety consultant. She retired from Continental Airlines,
Inc. in 2005, where she had served as Senior Vice President, Flight Operations since 1999. During part
of 2005, Ms. McCoy also briefly served as the Chief Executive Officer of DJ Air Group, a start-up
commercial airline company.
Director Qualifications: Ms. McCoy has extensive experience in the commercial aerospace markets
and brings an understanding of aircraft design and performance, global airline operations and the
strategic issues and direction of the aerospace industry. In addition, Ms. McCoy has extensive
experience in safety initiatives, Federal regulatory compliance, labor relations, talent management, and
risk analysis and mitigation. All of these attributes are of benefit to Eaton’s Board in its oversight role
across the enterprise.
Diversity: Yes
Silvio Napoli
Executive Chairman of the Board of Directors, Schindler Holding Ltd.
Silvio Napoli is executive chairman of the Board of Directors of Schindler Holding Ltd., one of the
world’s leading providers of elevators, escalators and related services. He joined the Schindler Group
in 1994. During his time with the company, he served in a number of leadership roles including
director of corporate development, president and chief executive officer of Schindler India, president
of Asia-Pacific, and as the company’s chief executive officer. He previously worked for The Dow
Chemical Company in Europe. Mr. Napoli also serves as chairman and president of the Board of
Directors of the Swiss-American Chamber of Commerce.
Director Qualifications: As the executive chairman of a large global industrial company, Mr. Napoli
has extensive executive leadership experience and is very knowledgeable in the management of
industrial products and services. In particular, he has considerable experience in the areas of talent
development, financial management, manufacturing and product innovation, and risk management.
Mr. Napoli also brings a dynamic international business perspective and global corporate strategy
experience to the Board.
Other Public Company Boards: 1
Diversity: No
Independent
Director since 2019
Age 55
Gregory R. Page
Retired Chairman and Chief Executive Officer, Cargill
Gregory R. Page is the retired Chairman and Chief Executive Officer of Cargill, an international marketer,
processor and distributor of agricultural, food, financial and industrial products and services. He was
named Corporate Vice President & Sector President, Financial Markets and Red Meat Group of Cargill
in 1998, Corporate Executive Vice President, Financial Markets and Red Meat Group in 1999, and
President and Chief Operating Officer in 2000. He became Chairman and Chief Executive Officer in
2007 and was named Executive Chairman in 2013. Mr. Page served as Executive Director from 2015 to
2016, after which he retired from the Cargill Board. He is a director of 3M and Deere & Company and is
non-executive chairman and a director of Corteva, Inc. Mr. Page is past Chairman and current board
member of Big Brothers Big Sisters of America, a former director of Carlson, and past President and a
board member of the Northern Star Council of the Boy Scouts of America. He is a board member of
Alight (fka the American Refugee Committee).
Director Qualifications: As the retired Chairman and former Chief Executive Officer of one of the
largest global corporations, Mr. Page brings extensive leadership and global business experience,
in-depth knowledge of commodity markets, and a thorough familiarity with the key operating processes
of a major corporation, including financial systems and processes, global market dynamics and
succession management. Mr. Page’s experience and expertise enable him to provide him valuable
insight on financial, operational and strategic matters. His senior leadership experience is of particular
benefit to Eaton in his role as Chair of the Compensation and Organization Committee.
Other Public Company Boards: 3
Diversity: No
Independent
Director since 2003
Age 69
Committees:
Sandra Pianalto
Retired President and Chief Executive Officer of the Federal Reserve Bank of Cleveland
Sandra Pianalto served as President and Chief Executive Officer of the Federal Reserve Bank of
Cleveland from February 2003 until her retirement in June 2014. She joined the Bank in 1983 as an
economist in the research department and was appointed Assistant Vice President of public affairs
in 1984, Vice President and Secretary to the board of directors in 1988, and Vice President and Chief
Operating Officer in 1993. Before joining the Bank, Ms. Pianalto was an economist at the Federal
Reserve Board of Governors and served on the staff of the Budget Committee of the U.S. House of
Representatives. She is currently a director of The J.M. Smucker Company, Prudential Financial, Inc.,
and FirstEnergy Corporation. Ms. Pianalto is an Executive in Residence at the University of Akron. She
is past board chair and lifetime trustee of University Hospitals Health System and is past chair and life
director of United Way of Greater Cleveland.
Director Qualifications: Ms. Pianalto has extensive experience in monetary policy and financial
services and brings to Eaton wide-ranging leadership and operating skills through her former roles with
the Federal Reserve Bank of Cleveland. As Chief Executive Officer of the Bank, she developed expertise
in economic research, management of financial institutions, and payment services to banks and the U.S.
Treasury. Ms. Pianalto’s comprehensive experience qualifies her to provide substantial guidance and
oversight to the Board in her role as Chair of the Finance Committee.
Other Public Company Boards: 3
Diversity: Yes
Independent
Director since 2014
Age 66
Committees:
Lori J. Ryerkerk
Chairman, Chief Executive Officer and President, Celanese Corporation
Lori J. Ryerkerk is the Chairman, Chief Executive Officer and President and a director of Celanese
Corporation, a Fortune 500 global chemical and specialty materials company. Prior to joining Celanese in
May 2019, she was the Executive Vice President of Global Manufacturing of Shell Downstream Inc. Ms.
Ryerkerk joined Shell in May 2010 as Regional Vice President of Manufacturing in Europe and Africa. In
October 2013, she was named Executive Vice President of Global Manufacturing. Before joining Shell,
Ms. Ryerkerk was Senior Vice President, Refining, Supply and Terminals at Hess Corporation from 2008
through 2010. Prior to that, she spent 24 years with ExxonMobil and served in a variety of operational
and senior leadership roles. Ms. Ryerkerk served on the board of Axalta Coating Systems Limited from
2015 through 2019.
Director Qualifications: As the Chief Executive Officer and a director of a company with global
engineering and manufacturing operations, Ms. Ryerkerk has executive leadership experience in the
area of industrial materials and products production. In particular, she has considerable experience in
leading global operations and managing complex technologies, engineering and supply chain systems.
Ms. Ryerkerk also brings an international business perspective, having previously spent time in roles in
Europe and Africa. Her experience with industrial companies and in responding to changing market
conditions are of particular benefit to Eaton.
Other Public Company Boards: 1
Diversity: Yes
Independent
Director since 2020
Age 58
Gerald B. Smith
Chairman and Chief Executive Officer, Smith Graham & Co.
Gerald B. Smith was a director of Cooper Industries plc from 2000 until 2012 and served as lead
independent director of Cooper Industries plc from 2007 to 2012. Mr. Smith joined the Board effective
upon the close of the Cooper acquisition. He is Chairman and Chief Executive Officer of Smith
Graham & Co., an investment management firm that he founded in 1990. Prior to launching Smith
Graham, he served as Senior Vice President and Director of Fixed Income for Underwood Neuhaus
& Company. He is a member of the Board of Trustees and chair of the Investment Oversight
Committee for The Charles Schwab Family of Funds. Mr. Smith also serves as a director of ONEOK,
Inc. and a director and chair of the Investment Committee of the New York Life Insurance Company.
He serves as Chairman of the Texas Southern University Foundation and a director of the Federal
Reserve Bank of Dallas. He is a former director of the Federal Reserve Bank of Dallas, Houston branch.
Director Qualifications: Mr. Smith has expertise in finance, portfolio management and marketing
through executive positions in the financial services industry, including being founder, Chairman and
Chief Executive Officer of Smith Graham & Co. His experience as a director of companies in the oil and
gas and energy services businesses has provided him with valuable insight into markets in which Eaton
also participates. Mr. Smith’s past experience as lead independent director of Cooper provides ongoing
institutional knowledge of legacy Cooper businesses and has benefited the process of integrating Cooper
into Eaton. His experience and expertise provide him valuable insight on financial, operational and
strategic matters in his role as Chair of the Audit Committee.
Other Public Company Boards: 1
Diversity: Yes
Independent
Director since 2012
Age 70
Committees:
Dorothy C. Thompson
Retired Chief Executive, Drax Group plc
Dorothy C. Thompson CBE is the retired Chief Executive and director of Drax Group plc, an
international electricity and energy company, where she served from 2005 until her retirement in
2017. Before joining Drax, Ms. Thompson managed InterGen NV’s European power business, was
assistant group treasurer at Powergen plc and worked at CDC Capital Partners, the private sector
arm of the British Government’s aid program. Ms. Thompson is a member of the Court of Directors
of the Bank of England, where she is also Chair of the Audit and Risk Committee and Senior
Independent Director. She also serves as the Chair of Tullow Oil plc, the London Stock Exchange
listed oil exploration and production company. She was a director of Johnson Matthey Plc from
2007 through 2016.
Director Qualifications: As the Chief Executive of Drax, Ms. Thompson gained unique insight into the
sourcing, generation and supply of sustainable and renewable energy. She also brings to the Board vast
experience in all aspects of finance as well as an international business perspective. Ms. Thompson’s
work as Chair of the Audit and Risk Committee of the Bank of England and as Chair of Tullow Oil plc
provide valuable financial and governance insight and experience to the Board and Audit Committee of
the Company. Her extensive experience is of particular benefit to Eaton in her role as Chair of the
Governance Committee.
Other Public Company Boards: 1
Diversity: Yes
Independent
Director since 2016
Age 60
Committees:
Audit Committee Met 5 times in 2020
The functions of the Audit Committee include assisting the Board in overseeing:
The Committee also has sole authority to appoint, compensate and terminate the independent auditor, and pre-approves all auditing services and permitted non-audit services that the audit firm may perform for the Company. The Committee is also responsible for negotiating the audit fees. In order to ensure continuing auditor independence, the Committee periodically considers whether there should be a rotation of the independent audit firm. In conjunction with the mandated rotation of the audit firm’s lead engagement partner, the Committee and its Chair are directly involved in the selection of the audit firm’s new lead engagement partner. Among its other responsibilities, the Committee meets regularly in separate Executive Sessions with our independent auditor and senior leaders of Eaton Corporation, including the Vice Chairman and Chief Financial and Planning Officer, Executive Vice President and General Counsel, Senior Vice President-Internal Audit, and Senior Vice President-Global Ethics and Compliance; approves the Committee’s report to be included in our annual proxy statement; assures that performance evaluations of the Audit Committee are conducted annually; and establishes procedures for the proper handling of complaints concerning accounting or auditing matters. Each Committee member meets the independence requirements, and all Committee members collectively meet the other requirements, of the New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and the Securities and Exchange Commission. In addition, Committee members are prohibited from serving on more than two other public company audit committees. The Board of Directors has determined that each member of the Audit Committee is financially literate, that Messrs. Leonetti and Smith and Mses. Pianalto and Thompson each qualify as an audit committee financial expert (as defined in Securities and Exchange Commission rules) and that all members of the Audit Committee have accounting or related financial management expertise. Compensation and Organization Committee Met 4 times in 2020
The functions of the Compensation and Organization Committee include:
Additional information on the Committee’s processes and procedures is contained in the Compensation Discussion and Analysis portion of this proxy statement beginning on page 24. Executive Committee Did not meet in 2020
The functions of the Executive Committee include:
Mr. Arnold serves as Committee Chair. The Lead Director and the chairs of each Board Committee serve as members of the Executive Committee. Finance Committee Met 2 times in 2020
The functions of the Finance Committee include:
Governance Committee Met 4 times in 2020
The responsibilities of the Governance Committee include:
Other responsibilities include providing oversight on significant public policy issues with respect to our relationships with shareholders, employees, customers, competitors, suppliers and the communities in which we operate, including such areas as ethics, compliance, environmental, health and safety issues, community relations, government relations, charitable contributions and shareholder relations.
|